Mutual non-disclosure agreement (NDA) template

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is made and entered into as of 2024-01-01 (the "Effective Date"), by and between Party A Name ("Party A") and Party B Name ("Party B"). Party A and Party B are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

1. Purpose

The Parties wish to explore a business opportunity of mutual interest (the "Purpose") and in connection with this Purpose, each Party may disclose to the other certain confidential technical and business information that the disclosing Party desires the receiving Party to treat as confidential.

2. Confidential Information

"Confidential Information" means any information disclosed by either Party to the other, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information disclosed to a disclosing Party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information, as shown by documents and other competent evidence in the receiving Party's possession.

3. Non-use and Non-disclosure

Each Party agrees not to use any Confidential Information of the other Party for any purpose except to evaluate and engage in discussions concerning the Purpose. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party's employees, except to those employees of the receiving Party who are required to have the information in order to evaluate or engage in discussions concerning the Purpose. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. You shall not make any copies of the Confidential Information of the other Party unless the same are previously approved in writing by the other Party. The receiving Party shall reproduce the other Party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

4. Maintenance of Confidentiality

Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees.

5. No Obligation

Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Purpose.

6. No Warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

7. Return of Materials

All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either Party to the other Party, and all copies thereof which are in the possession of the other Party, shall be and remain the property of the disclosing Party and shall be promptly returned to the disclosing Party upon the disclosing Party's written request.

8. No License

Nothing in this Agreement is intended to grant any rights to either Party under any patent, mask work right or copyright of the other Party, nor shall this Agreement grant any Party any rights in or to the Confidential Information of the other Party except as expressly set forth herein.

9. Term

The obligations of each Party under this Agreement shall survive for a period of 5 years from the date of disclosure of the Confidential Information.

10. Remedies

Each Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other Party, entitling the other Party to seek injunctive relief in addition to all legal remedies.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State of California without reference to conflict of laws principles.

12. Miscellaneous

This Agreement shall bind and inure to the benefit of the Parties and their successors and assigns. This Agreement shall not be assignable by either Party without the prior written consent of the other Party. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. This Agreement may not be amended except by a writing signed by both Parties. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.

13. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.